Private Placement Memorandum The PPM, as of the date thereof and as of the dates of any amendment thereof, did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.
Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.
Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.
Information Memorandum to the best of the Parent's knowledge and ---------------------- belief after due enquiry, as at the date of the Information Memorandum the factual information relating to the Restricted Group contained in the Information Memorandum was true and accurate in all material respects and not misleading in any material respect and the Information Memorandum does not omit any material facts; all reasonable enquiries have been made by the Parent to verify the facts and statements relating to the Restricted Group contained therein; all opinions, projections and forecasts contained therein and the assumptions on which such opinions, projections and forecasts were based on and arrived at after due and careful consideration and enquiry and represent the views of the Parent as at the date of the Information Memorandum; there are no material facts or circumstances which have not been disclosed to the Arranger prior to the date hereof the omission of which could make any factual information contained in the Information Memorandum inaccurate or misleading in any material respect either as at the date of the Information Memorandum or as at the date of this Agreement or any of the opinions, projections and forecasts contained in the Information Memorandum (and the assumptions on which such opinions, projections and forecasts were made) misleading in any material respect either as at the date of the Information Memorandum or as the date of this Agreement. Notwithstanding the above, no warranty or representation is made in respect of (i) any information, facts, statements, opinions, projections, forecasts, demographic statistics or circumstances relating to the cable, media, telecommunications and data services industry as a whole, and (ii) any person other than any member of the Restricted Group; and
(i) Environmental Matters ---------------------
MEMORANDUM At the sale by Public Auction this 28th day of July, 2022 of the Property comprised in the foregoing particulars that is to say the rights, title, interest and benefits to the said Property pursuant to the Sale & Purchase Agreement dated 05th day of May, 2016 and made between XXXX XXXX XXX REALTY SDN. BHD. (66384-P) (The Vendor) and XXXX XXX XXXXX & XXXX XXXX XXXX (The Purchasers) absolutely assigned to the Assignee/Lender pursuant to and under the Facility Agreement, Deed of Assignment and Power of Attorney all dated 27th day of May, 2016 entered into between AmBank (M) Berhad [196901000166 (8515-D)] and the Assignor/Borrower in relation to the Subject Property identified as Developer’s Parcel No. 17, Type D, Storey Xx. 00, Xxxxxxxx Xx. Xxxxx X, X’ Secret Garden @ Kempas Indah and bearing postal address No. 22-17, Blok A, Pangsapuri Kempas Indah, Jalan Kempas Indah, Taman Kempas Indah, 81300 Johor Bahru, Johor, developed by XXXX XXXX XXX REALTY SDN. BHD. (66384-P) and the highest bidder for the said Property shall be declared as the Purchaser of the said Property for the sum of RM and a sum of RM has been paid to the Assignee/Lender by way of deposit and agrees to pay the balance of the Purchase Money and complete and purchase according to the conditions and the said Auctioneer hereby confirms the said purchase and the Assignee/Lender acknowledge the receipt of the said deposit. Purchase Money : RM Deposit Paid : RM Balance Due : RM Purchaser’s Name: NRIC No: SIGNATURE OF PURCHASER(S)/AUTHORISED AGENT SIGNATURE SIGNATURE For Messrs. Ehsan Auctioneers Sdn. Bhd. For Messrs Xxxxxxx Xxx Xxxxxxxx & Associates Dato’ Xxxx Xxxxx Xxxxx Bin X.X. Xxxx (D.I.M.P) SOLICITOR FOR THE ASSIGNEE / Xxxxx Xxxxx Bin Xxxxxx LICENSED AUCTIONEERS ONLINE TERMS AND CONDITIONS The Terms and Conditions specified herein shall govern all members of xxx.xxxxxxxxxxxxxxxx.xxx (“EHSAN AUCTIONEERS SDN. BHD. website”).
DISCLOSURE AGREEMENT Contractors and each employee or subcontractor with access to State Data, as defined in the Master Agreement will be required to sign a standard State non-disclosure agreement if there is not already one on file.
Ongoing Compliance of the Offering Memorandum If at any time prior to the completion of the initial offering of the Securities (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law.
Term Sheet The Company will prepare a final term sheet relating to the Offered Securities, containing only information that describes the final terms of the Offered Securities and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for the offering of the Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (i) (A) information describing the preliminary terms of the Offered Securities or their offering or (B) information that describes the final terms of the Offered Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information”, as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.
Disclosure Package The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information.
